October 19, 2023
Notice of Acquisition of Shares in an Indonesian Corporation by a Consolidated Subsidiary
Lintec Corporation (the "Company") announces that a meeting of the Board of Directors held today has resolved that LINTEC ASIA PACIFIC REGIONAL HEADQUARTERS PRIVATE LIMITED (Head office: Singapore, a wholly owned subsidiary of the Company) and its subsidiary PT. LINTEC JAKARTA (Head office: Jakarta, Indonesia) have acquired 100% of the outstanding shares of PT Multiyasa Swadaya (Head office: Jakarta, Indonesia), making it a subsidiary (a second-tier subsidiary of the Company).
1. Reason for the Acquisition of Shares
The Group has two companies in Indonesia, PT. LINTEC INDONESIA, which acts as a manufacturing base for adhesive paper and film for labels, and PT. LINTEC JAKARTA, which serves as a sales base. The Group is taking steps to expand its business by globalizing its business under the concept of "Made in Market," which aims to manufacture products closer to customers and ensure a stable supply.
PT Multiyasa Swadaya, the shares of which the two companies have acquired shares, is principally engaged in the cutting, processing, and sales of adhesive paper and film for labels manufactured by PT LINTEC INDONESIA for the Indonesian domestic market. The acquisition of PT Multiyasa Swadaya will enable the entire group to share and utilize the company's marketing and cutting/processing capabilities and sales network. It will also enable the prompt provision of newly developed products that accurately meet market needs through direct transactions with local printing companies, which are the end users. The Company therefore believes that it will be able to expand its market share and improve profitability in the overall Indonesian domestic market.
2. Overview of the Subsidiary to Be Transferred
| (1) Name | PT Multiyasa Swadaya | ||
|---|---|---|---|
| (2) Address | Wijaya Grand Centre Blok H., Jl. Wijaya II No.18, RT.6/RW.1, Pulo, Kebayoran Baru, South Jakarta City, Jakarta 12160, Indonesia | ||
| (3) Title and name of representative | President：Benny Irawan Pranata | ||
| (4) Business description | Sale of adhesive paper and film for labels | ||
| (5) Capital | IDR18,218 million (JPY177 million) | ||
| (6) Established | April 22, 1992 | ||
| (7) Investor and equity ratio | PT Caturyasa Sembada(40.8%) | ||
| (8) Relationship between Lintec and the company concerned | Capital relationship |
PT Multiyasa Swadaya owns 1,700 shares (3%) of the 54,000 outstanding shares of PT. LINTEC INDONESIA. | |
| Personal relationship |
There is no personal relationship. | ||
| Business relationship |
PT. LINTEC INDONESIA, our consolidated subsidiary, We sell our products to PT Multiyasa Swadaya. | ||
| (9) Results and financial position for the last three years of the company concerned | |||
| Fiscal year | Ended December 2020 | Ended December 2021 | Ended December 2022 |
| Net assets | IDR94,657 million (JPY918 million) |
IDR92,309 million (JPY895 million) |
IDR80,585 million (JPY782 million) |
| Total assets | IDR133,882 million (JPY1,299 million) |
IDR150,198 million (JPY1,457 million) |
IDR143,826 million (JPY1,395 million) |
| Net sales | IDR213,761 million (JPY2,073 million) |
IDR248,193 million (JPY2,407 million) |
IDR264,359 million (JPY2,564 million) |
| Operating income | -IDR9,919 million (-JPY96 million) |
-IDR874 million (-JPY8 million) |
-IDR1,844 million (-JPY18 million) |
| Net income | -IDR10,692 million (-JPY104 million) |
-IDR748 million (-JPY7 million) |
-IDR2,846 million (-JPY24 million) |
- Conversion calculated at IDR1 = JPY0.0097
3. Overview of the Share Acquisition Partner
| (1) Name | PT Caturyasa Sembada | ||
|---|---|---|---|
| (2) Address | Wijaya Graha Puri Blok H/18, Jl. Wijaya II, Kebayoran Baru, Jakarta Selatan, DKI Jakarta, Indonesia | ||
| (3) Title and name of representative | President：Benny Irawan Pranata | ||
| (4) Business description | Group company management | ||
| (5) Capital | IDR2,000 million(JPY19 million) | ||
| (6) Established | November 28,1994 | ||
| (7) Investor and equity ratio | There is no capital, personal or business relationship. | ||
- Conversion calculated at IDR1 = JPY0.0097
| (1) Name | Popolida Setiawan | ||
|---|---|---|---|
| (2) Address | Kecamatan Sawah Besar, Central Jakarta | ||
| (3) Investor and equity ratio | There is no capital, personal or business relationship. | ||
| (1) Name | Tatang Tabrani | ||
|---|---|---|---|
| (2) Address | Kecamatan Sawah Besar, Central Jakarta | ||
| (3) Investor and equity ratio | There is no capital, personal or business relationship. | ||
| (1) Name | Anthonius Heroe W SH. | ||
|---|---|---|---|
| (2) Address | Kecamatan Kebayoran Lama, South Jakarta | ||
| (3) Investor and equity ratio | There is no capital, personal or business relationship. | ||
4. Share Acquisition Ratio and Share Ownership Ratio before and after Acquisition
| (1) Share ownership ratio before transfer | 0 shares（0.0％） | ||
|---|---|---|---|
| (2) Number of acquired shares | 40,218 shares（100.0％） | ||
| (3) Acquisition price |
Trading value of the PT Multiyasa Swadaya shares IDR111,842 million
(JPY1,085 million)
Legal, tax, and financial research fees (estimate)
US＄280 thousand
(JPY42 million)
Total (estimate)
JPY1,127 million
|
||
| (4) Share ownership ratio after transfer | LINTEC ASIA PACIFIC REGIONAL HEADQUARTERS PRIVATE LIMITED: 39,816 shares（99.0％） PT. LINTEC JAKARTA: 402 shares（1.0％） |
||
- Conversion calculated at IDR1 = JPY0.0097, US$1 = JPY149.58
5. Schedule
| (1) Date of board of directors' resolution | October 19, 2023 |
|---|---|
| (2) Date of the conclusion of share transfer agreement | Scheduled for October 19, 2023 (local time) |
| (3) Closing (stock acquisition date) | Scheduled for Mid-January, 2024 (local time) |
- Closing (date of share acquisition) shall occur after the terms and conditions set in the share purchase agreement have been met.
6. Future Outlook
The funds for the acquisition will be appropriated from Lintec's cash reserves. Lintec will closely examine the impact of this move on its consolidated financial results and will promptly disclose any matters that require disclosure.
The contents of the News Release are as of the announcement date. Please note that they may differ from the latest information.